Common use of Specific Powers and Duties Clause in Contracts

Specific Powers and Duties. (a) Without limiting the generality of Section 6.1 but subject to the terms of this Agreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) to complete the following transactions before entering into the Transaction Agreement: (A) incorporate CanHoldco and subscribe for common shares thereof; and (B) subscribe for five shares of preferred stock of ▇▇▇; (ii) to enter into the Transaction Agreement; (iii) to enter into the Amended and Restated Partnership Agreement which shall be held in escrow until such time that it becomes effective pursuant to the terms of the Transaction Agreement; (iv) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Partnership’s business or ancillary thereto; (v) to admit any person as a Limited Partner without the consent of the Limited Partners; (vi) to open and to manage, in the name of the Partnership, bank accounts, to name signing officers for these accounts, to borrow funds in the name of the Partnership, to grant security on the assets of the Partnership and to spend the funds of the Partnership in the exercise of any right or power possessed by the General Partner; (vii) to manage, administer, conserve, develop, operate and dispose of any assets of the Partnership, and in general to engage in all aspects of the Partnership’s business; (viii) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (ix) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation; (x) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons; (xii) obtain any insurance coverage for the benefit of the Partnership, the Partners, the General Partner, any Person who is or was an Affiliate of the General Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person; (xiii) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law; and (xiv) to execute any deeds, documents and instruments and to do all acts as may be necessary or desirable in the opinion of the General Partner to carry out the intent and the purpose of this Agreement. (b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership LP is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income and no personal recourse may be had against any limited partner.”

Specific Powers and Duties. (a1) Without limiting the generality of Section 6.1 10.1, but subject to the terms of this AgreementSection 13.16, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and to: (a) maintain accounting records for the Partnership; (b) authorize the payment of operating expenses incurred on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct behalf of the business Partnership; (c) calculate Net Asset Value of the Partnership, including without limitation the following: (i) to complete the following transactions before entering into the Transaction Agreement: (A) incorporate CanHoldco Net Asset Value per Unit for each Class and subscribe for common shares thereof; and (B) subscribe for five shares Series of preferred stock of ▇▇▇; (ii) to enter into the Transaction Agreement; (iii) to enter into the Amended and Restated Partnership Agreement which shall be held in escrow until such time that it becomes effective pursuant to the terms of the Transaction Agreement; (iv) to manage, control and develop all of the activities Units of the Partnership and the amount of distributions by the Partnership; (d) prepare financial statements, tax returns, information returns and financial and accounting information and make any elections, applications, determinations or designations as the General Partner deems to take be deliverable or as required by the Partnership or by applicable law; (e) ensure that Limited Partners are provided with financial statements and other reports as are required from time to time by applicable law; (f) ensure that the Partnership complies with all measures necessary or appropriate for applicable regulatory requirements; (g) prepare the Partnership’s business or ancillary thereto; (v) report to admit any person as a Limited Partner without the consent of the Limited Partners; (vih) negotiate contracts with third-party providers of services, including, but not limited to, transfer agents, auditors and printers; (i) process subscriptions for Units or other interest in the Partnership and redemptions of Units or other interest in the Partnership at the option of the General Partner; (j) provide office facilities and personnel to carry out these services, together with clerical services; (k) negotiate, execute and perform all agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business; (l) open and to manage, in the name of the Partnership, manage bank accounts, to brokerage and trading accounts and similar accounts for the Partnership in its own name signing officers for these accounts, to borrow funds in the name of the Partnership, to grant security on the assets or that of the Partnership and to spend the funds capital of the Partnership in the exercise of any right or power possessed exercisable by the General PartnerPartner hereunder; (viim) subject to the terms of this Agreement, incur liabilities in the name of the Partnership from time to time as the General Partner may determine without limitation with regard to amount, cost or conditions of reimbursement of such liabilities; (n) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership now owned or hereafter acquired, to secure any present and future liabilities and related expenses of the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (o) borrow funds on behalf of the Partnership and pledge the Partnership’s assets to secure such borrowings; (p) to manage, administer, conserve, develop, operate lend securities owned by the Partnership to arm’s length third parties on such terms as are commercially reasonable; (q) establish cash reserves that are determined to be necessary or appropriate for the proper management and dispose operation of any assets the Partnership; (r) see to the sound management of the Partnership, and to manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (s) conduct the business of the Partnership as provided in general Article 3; (t) incur all costs and expenses in connection with the Partnership; (u) subject to the terms of this Agreement, employ, retain, monitor the performance or engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants (including, without limitation, the Manager) with the powers and duties upon the terms and for the compensation as in all aspects the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership’s business; (viiiv) subject to the terms of this Agreement, engage agents, including any of its Affiliates or Associates, to assist the General Partner in carrying out its management obligations to the Partnership or subcontract administrative functions to any of the General Partner’s Affiliates or Associates; (w) subject to the terms of this Agreement, invest cash assets in investments which the General Partner considers appropriate; (x) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys monies for the Partnership, paying debts Partnership and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (ixy) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation; (x) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xiz) prepare, file and mail returns, reports or other documents required by any governmental or like authority; (aa) retain legal counsel, experts, advisors advisers or consultants as the General Partner consider considers appropriate and rely upon the advice of those Personssuch persons; (xiibb) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement; (cc) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership; (dd) obtain any insurance coverage for coverage; (ee) appoint the benefit of the Partnership, the Partners, the General Partner, any Person who is or was an Affiliate of the General Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another PersonAuditor; (xiii) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law; and (xiv) to execute any deeds, documents and instruments and to do all acts as may be necessary or desirable in the opinion of the General Partner to carry out the intent and the purpose of this Agreement. (b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership LP is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income and no personal recourse may be had against any limited partner.”